Guide
Form 5471: owning a foreign company
Annual reporting for US persons with sufficient ownership or control of a non-US corporation, whatever the company earned.
A UK limited company is a US filing obligation.
US persons who own or control a foreign corporation file Form 5471 with their return each year. It is an information return, so it is due whether or not the company distributed anything or made a profit.
For founders and contractors who incorporated in the UK without considering the US side, this is usually the obligation nobody mentioned.
At a glance
- Form
- Form 5471, attached to your 1040
- Who files
- US persons meeting one of several ownership or officer categories
- Frequency
- Annually, regardless of profit or distribution
- Penalty
- Substantial per form per year, and it applies to lateness rather than to unpaid tax
- Related
- GILTI may tax you on company earnings as they arise
In detail
01
Categories of filer
Different categories capture officers, directors and shareholders at various thresholds, and each requires different schedules. Establishing your category is the first step.
02
Controlled foreign corporations
Where US shareholders hold enough of the company, it becomes a CFC and the anti-deferral rules apply — most significantly GILTI, which can tax you on profits you never received.
03
The accounts you need
The form wants a balance sheet and income statement in US dollars under US principles, so UK statutory accounts need converting rather than copying across.
04
Getting it wrong
The penalty regime is severe and applies per form per year. Where years are missing, correcting them deliberately is far better than waiting.
Annual reporting for US persons with sufficient ownership or control of a non-US corporation, whatever the company earned.
Frequently asked
I own 100% of a small UK company. Do I file?
Almost certainly, and the size of the company does not change that. A dormant company can still require a return.
What is GILTI in plain terms?
A rule taxing US shareholders on certain foreign company earnings as they arise, rather than waiting for a dividend. Elections exist that can soften it considerably.
Does my UK accountant handle this?
Usually not — it is a US return with no UK equivalent, so it typically falls between advisers unless someone is explicitly asked to own it.
This guide is general information, not advice for your circumstances. Cross-border tax turns on detail, and the right answer for someone with a similar situation may not be the right answer for you. Talk to us before acting on anything here.
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